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HomeMy WebLinkAboutEC15-338 - Original - Buxton - Retail Recruitment & Marketing Consulting - 10/08/2015 Mill� � c� Records M � , ` seme ` t£. KENT F WASHING70N f& Documenf 0, CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Name: Buxton Vendor Number: JD Edwards Number Contract Number: C E0 - A, 3 13 This is assigned by City Clerk's Office Project Name: Retail Recruitment & Marketing Consulting Description: ❑ Interlocal Agreement ❑ Change Order Amendment ® Contract ❑ Other: Contract Effective Date: � ' Termination Date Contract Renewal Notice (Days): Number of days required notice for termination or renewal or amendment Contract Manager: Ben Wolters Department: Econ & Comm. Dev. Contract Amount: $50,000.00 Approval Authority: (CIRCLE ONE) Department Director Mayor City Council Detail: (i.e. address, location, parcel number, tax id, etc.): As of: 08/27/14 KENT CONSULTANT SERVICES AGREEMENT between the City of Kent and Buxton THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Buxton organized under the laws of the State of Texas, located and doing business at 2651 South Polaris Drive, Fort Worth, Texas, 76137; (817) 332-3681 (hereinafter the "Consultant"). I. DESCRIPTION OF WORK. Consultant shall perform the following services for the City in accordance with the following described plans and/or specifications: Kent's Ojectives 1. Recruit new grocers, anchor tenants, and commercial developers to reposition and Improve major shopping plazas and centers. 2. Recruit hoteliers, restaurants and retailers to Kent. 3. Build marketing packages for key commercial corridors and intersections. As Incorporated and detailed In the attached Exhibit A. Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices within the Puget Sound region in effect at the time those services are performed. II. TIME OF COMPLETION. The parties agree that work will begin on the tasks described in Section I above Immediately upon the effective date of this Agreement. Consultant shall complete the work described in Section I by October 31, 2016. III. COMPENSATION. A. The City shall pay the Consultant, based on time and materials, an amount not to exceed $50,000.00, to Include Washington State Sales tax where applicable, for the services described in this Agreement. This is the maximum amount to be paid under this Agreement for the work described in Section I above, and shall not be exceeded without the prior written authorization of the City in the form of a negotiated and executed amendment to this agreement. The Consultant agrees that the hourly or flat rate charged by It for its services contracted for herein shall remain locked at the negotiated rate(s) for a period of one (1) year from the effective date of this Agreement. The Consultant's billing rates shall be as delineated in Exhibit A. B. The Consultant shall submit monthly payment Invoices to the City for work performed, and a final bill upon completion of all services described in this Agreement. The City shall provide payment within forty-five (45) days of receipt of an Invoice. If the City objects to all or any portion of an Invoice, it shall notify the Consultant and reserves the option to only pay that portion of the invoice not In dispute. In that event, the parties will immediately make every effort to settle the disputed portion. CONSULTANT SERVICES AGREEMENT- 1 (Over$20,000) IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor- Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Consultant has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Consultant maintains and pays for its own place of business from which Consultant's services under this Agreement will be performed. C. The Consultant has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained Consultant's services, or the Consultant is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Consultant is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Consultant has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by Consultant's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Consultant maintains a set of books dedicated to the expenses and earnings of its business. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this project, which may be used by the City without restriction. If the City's use of Consultant's records or data is not related to this project, it shall be without liability or legal exposure to the Consultant. VI. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any subcontract, the Consultant, its subcontractors, or any person acting on behalf of the Consultant or subcontractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. Consultant shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement. VII. INDEMNIFICATION. Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Consultant's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of Consultant's work when completed shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's liability hereunder shall be only to the extent of the Consultant's negligence. CONSULTANT SERVICES AGREEMENT - 2 (Over$20,000) IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event Consultant refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Consultant's part, then Consultant shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable attorneys' fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Consultant's part. The provisions of this section shall survive the expiration or termination of this Agreement. VIII. INSURANCE. The Consultant shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference. IX. EXCHANGE OF INFORMATION. The City will provide its best efforts to provide reasonable accuracy of any information supplied by it to Consultant for the purpose of completion of the work under this Agreement. X. OWNERSHIP AND USE OF RECORDS AND DOCUMENTS. Original documents, drawings, designs, reports, or any other records developed or created under this Agreement shall belong to and become the property of the City. All records submitted by the City to the Consultant will be safeguarded by the Consultant. Consultant shall make such data, documents, and files available to the City upon the City's request. The Consultant acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington. As such, the Consultant agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. The City's use or reuse of any of the documents, data, and files created by Consultant for this project by anyone other than Consultant on any other project shall be without liability or legal exposure to Consultant. XI. CITY'S RIGHT OF INSPECTION. Even though Consultant is an independent contractor with the authority to control and direct the performance and details of the work authorized under this Agreement, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion. XII. WORK PERFORMED AT CONSULTANT'S RISK. Consultant shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at Consultant's own risk, and Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XIII. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any CONSULTANT SERVICES AGREEMENT - 3 (Over$20,000) dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section VII of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Consultant. G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Compliance with Laws. The Consultant agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Consultant's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. I. Public Records Act. The Consultant acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the Consultant in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent. As such, the Consultant agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. J. City Business License Required. Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. CONSULTANT SERVICES AGREEMENT - 4 (Over$20,000) K. Counterparts and Signatures by Fax or Email. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. CONSULTANT: CITY OF KENT: - By: &4 By; w, ((signature) / % signature) PrintNa e: DAVID Print14am� ette Cooke Its C /Iif Its ' i Mavor f (tit e) DATE: �L922 �2°(�e/ DATE: of ll.5� NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: CONSULTANT: CITY OF KENT: Lisa McCay Ben Wolters, Econ & Community Development Buxton Director 2651 South Polaris Drive City of Kent Fort Worth, Texas 76137 220 Fourth Avenue South Kent, WA 98032 (817) 332-3681 (telephone) (facsimile) (253) 856-5703 (telephone) (253) 856-6454 (facsimile) APPROVED AS 10 FOl04: s H !IIII/°"c a 4, 4 Kent Law Department f , [1n[his field,you may enter the eleRronic flepatb where the contra¢has bean sa d] CONSULTANT SERVICES AGREEMENT - 5 (Over$20,000) DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative response is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and it will be at the City's sole determination regarding suspension or termination for all or part of the Agreement; The questions are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signing below, I agree to fulfill the five requirements referenced above. By. For: y�� Title: Cl/��, ��'"'�i,"✓C/I� d�'/< �� l Date: EEO COMPLIANCE DOCUMENTS - 1 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy• 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EEO COMPLIANCE DOCUMENTS - 2 CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement. I, the undersigned, a duly represented agent of Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as that was entered into on the (date), between the firm I represent and the City of Kent. I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement. By: For: Title: Date: EEO COMPLIANCE DOCUMENTS - 3 Exhibit A i 4.0 ,. Proposal MR a x, J. f°, � ...:. ....v s, °� EN VVF City (Cent, WA Prepared by: Lisa McCay 2651 South Polaris Drive Fort Worth, Texas 76137 817.332.3681 Bitlbn COVER LETTER Community Development Team, Thank you for the opportunity to present the attached proposal. Buxton wishes to establish a client relationship with Kent,WA and this attached proposal underscores our desire to make that happen. We have determined the purpose of our solution will be to: ✓ Maximize revenue growth to fund city services. ✓ Retain dollars that are being spent outside the community. ✓ Create new, permanent jobs. ✓ Satisfy citizens' desire to shop at home. ✓ Partner with the leader in site selection analysis to the retail industry. ✓ Establish credibility with decision makers by providing factual evidence to support your location. ✓ Use competitive analysis to close the deal. ✓ Create a dynamic, consumer-oriented retail sector and a healthy economy. The Buxton approach to retail recruitment is unparalleled in the industry in that we are not commercial real estate brokers. The Buxton partnership is a true 3rd party unbiased market research firm which specializes in retail development. The proprietary retailer match process leverages our two decades of site selection and predictive analytics experience for thousands of retailers. The key component to our client's success is that we truly are a market research partner versus a brokerage firm attempting to have you outsource your brokering circumventing the Kent, WA commercial brokerage network Our team of retail experts identifies the right retailers to focus efforts on and then is a partner to you throughout the implementation phase. We hope that you find our experience and approach to meeting your needs, and our performance in doing so, far surpasses your expectations. Our ability to provide Kent, WA with a seamless solution,with best-in-class capabilities, coupled with the unparalleled level of support and service we are known for should be kept top of mind as you make your decision. All of us at Buxton are confident that we are the right company to provide Kent,WA with the solution needed and desired. Accordingly, we thank you again for your consideration and we look forward to working with you. Sincerely, Z-,,� " Lisa McCay (e) lmccay@buxtonco.com (p) 817.332.3681 (f) 817.332.3686 QUALIFICATIONSSUMMARY OF Since our founding in 1994, Buxton has been a leading force in retail site and development. We are recognized for creating solutions that provide results. Buxton began as a service to help retailers make informed site selection decisions by understanding their customers and precisely determining their markets and soon realized that the company's expertise in retail site and market analysis could also be leveraged to benefit communities desiring retail expansion. BUXTON'S AWARDS &HONORS EY Entre reneur. va 72€TAPE s' 9 ",si5'€ fROf Th Ye•r Na.,odto"The lir ofPoupc M"tionovanva Sbstbmer5nim�e Shar+t�4R ollc Ntwe- Company of f6 Year b)nn the fast 50 of the yw More than simply providing data, Buxton supplies custom marketing materials and strategies targeting the unique site requirements of retailers, developers and commercial real estate brokers. Buxton clients achieve outstanding success using our tools for retail identification, selection and recruitment. And our clients benefit from our unique understanding of retail site selection from the retailer's point of view. • Grow Your Community. Create new, permanentjobs that will satisfy your citizen's desire to shop at home; retain dollars currently spent outside of your community and maximize revenue growth to fund city services. • Leverage Buxton's Retail Industry Expertise. Establish credibility with decision makers by providing factual evidence to support your site and gain a competitive position by leveraging our experience: • 3000+ retail, restaurant, and healthcare clients • 650+ public sector clients nationwide '.... • 35+ million square feet of retail space • 500+ cumulative years of retail management and economic development experience • Access Your Buxton Solution with Ease. Utilize your best-in-class retail recruitment solution via SCOUT, with the touch of a button from any mobile device. Get the insights and answers to your retail recruitment and site analysis questions and have the big picture in the palm of your hand. • Develop a Long-Term Partnership.You will receive personal guidance and ongoing insight into key industry topics. 3 BmItorr BUXTON DIFFERENTIATORS Buxton Strategic Relationships Buxton is engaged in an agreement with the one of the largest credit card companies in the world. Buxton's customer analytics have the ability to incorporate aggregated and de-identified data to help you enhance your location and customer intelligence. Best-in-Class Capabilities Buxton relies on its best-in-class data and technology to provide the best possible experience for all of our clients. Buxton manages ninety(90)terabytes of data maintained in-house with more than 250 national databases. Our best-in-class data sources allow us to solve the most complex questions in the retail and healthcare industries today. Our continual advances in technology,data, and methodology, including our SCOUT platform, have allowed us to outpace and out-think our competition and have kept us at the leading edge of big data analytics. Our best-in-class data and technology also provide us with unparalleled ability to scale our business and our solutions to meet our clients' ever-changing needs and to answer their most challenging business questions. DATA SET INCLUDES: - 250 Databases - Up To 8 Individuals Per - Demographics - Granularity To The Household - Pyschographics - Household-Level With - 7,500 Data Elements - Lifestyle Characteristics - 115 Million Households - 90 Terabytes Of - 14 Million Business Records Transactional Data - 70+ Business Data Elements SCOUT The most technologically advanced, simple-to-use, data visualization tool in the market, SCOUT, is used by executives to execute real estate, marketing, and operational strategies and to answer complex business questions. SCOUT is web-based, extremely easy-to-use, and is accessible on any computer or Ead/tablet with an internet connection. SCOUT provides your team with access to your unique deliverables, both in the field and in the office to conduct demographic reporting with the click of a mouse or a touch of a finger on an iPad/tablet. Customer Service There are a number of things that differentiate Buxton from its competition, but the one we are most proud of is the level of service our clients experience. We are committed to exceeding your expectations and helping you optimize your business. As a Buxton client you will constantly be impressed by our attention to detail, our responsiveness, and our never-ending drive to assist you. Our #1 goal is to ensure you are beyond satisfied with our solutions, and that we are able to solve your most pressing and important business questions. First and foremost, at the heart of our company's culture resides a spirit of unparalleled service to our clients. We take pride in our "whatever it takes" attitude, and in making you, our client, successful. We go the extra mile, unlike our competitors, to take care of our clients and to ensure their business needs are proactively met. Your dedicated Buxton account team will not only respond to your inquiries, but also constantly engage in exercises of thought, identifying applications of our data, analytical abilities, and technology to your unique challenges in an effort to improve and grow your business and your ultimate satisfaction as our client. 4 Bw to I BUXTON REFERENCES • Bloomington, IL • Palm Springs, CA Justine Robinson, Economic Cathy Van Horn, Economic Development Coordinator Development Administrator jobinson@cityblm.org cathy.vanhorn@palmspringsca.gov (309) 434-2611 (760) 323-8175 • Rochelle, IL Kingsport,TN Peggy Friday, Director/ CEO Jeff Fleming, City Manager Rochelle Area Chamber of Commerce jefffleming@kingsporttn.gov pfriday@rochellei1.us (423) 229-9381 (815) 562-4189 • North Augusta, SC • Caribou, ME Todd Glover, City Administrator Austin Bleess, City Manager tglovet@northaugusta.net citymanager@cariboumaine.org (803) 441-4202 (207) 493-3324 EXPERIENCE/SIMILARLIEN LIST Buxton has worked with more than 650 public sector clients nationwide including, but not limited to: • North Richland Hills, Texas Pasadena, California Durango, CO 7301 N.E. Loop 820 100 North Garfield 1150A Main Avenue North Richland Hills, TX Pasadena, CA 91109 Durango, CO 81301 76180 • Irving, Texas • Hesperia, California • City of Tulsa, Oklahoma 825 W. Irving Blvd. 9700 Seventh Avenue 175 East 2nd Street Irving,TX 75060 Hesperia, CA 92345 Tulsa, OK 74120 • Columbus, Georgia Castle Pines, CO • City of South Bend, Indiana 1200 6th Avenue 7501 Village Square Drive, • 1200 County-City Building Columbus, GA 31902 Suite 100 227 West Jefferson Blvd. Castle Pines, CO 80108 South Bend, IN 46601 6 Buxuo 1 ORGANIZATIONAL CHART Once you have engaged Buxton to work with you, a project team will be assigned to guide you through the entire process—from initial data collection to final presentation of the results. This team consists of: • Senior Account Executive, who will serve as your primary source of communication during the project: Eric Brown (e) ebrown@buxtonco.com (p) 817.332,3681 (f) 817.332.3686 • Professionals with backgrounds as retail executives and economic development practitioners, who will address your unique challenges and help maximize your opportunities • Buxton's Project and Account Management team services are all-inclusive and will be available through the term of your agreement Cody Howell Adrian Harvey Bryan Purdy Courtney Hall VICE PRESIDENTAND SENIOR VICE SENIOR VICE DIRECTOR OF GENERAL MANAGER PRESIDENT OFOPERATIONS PRESIDENT OF IT MARKETING Lisa MaCay _„ VICE PRESIDENT Todd Plersall OF SALES Nadine Grosse SCOUT TRAINING DIRECTOR OF ® SPECIALIST Eric Brown SPATIAL ANALYTICS Katie Russell SENIOR ACCOUNT PUBLIC RELATIONS ; EXECUTIVE COORDINATOR Janelle Guinn ®' PROJECT MANAGER Team members for your project will include Buxton personnel with strong retail and economic development backgrounds as well as those from operations. Cody Howell, Vice President and General Manager of CommunitylD As Vice President and General Manager of Buxton's public sector division, Cody leads Buxton's expert consulting team. He advises municipalities on retail economic development and planning initiatives, helping to shape growth strategies for client municipalities nationwide. Previously, Cody held positions in Buxton's account management division,where he acted as a strategic partner helping retail clients maximize the benefits of Buxton's services. He has acted as an advisor to retailers such as Craftworks Restaurants, Foot Locker, and Trader Joe's. Lisa Hill,Vice President of CommunitylD As vice president of the Buxton's public sector division, Lisa works with proactive cities to improve their retail economic development efforts. She works with communities to maximize their ability to generate sales tax revenue and enhance quality of life for their citizens by successfully recruiting new retailers as well as maximizing current retail options. She is focused on communities in Texas, and California. Lisa received her B.A. degree from Texas Wesleyan University and is a member of the International Council of Shopping Centers(ICSC). Buxton has worked with more than 650 communities nationwide, helping to recruit over 35 million square feet of retail. 2 Buxton I Janelle Guinn, Project ManagerCommunitylD As a project manager in Buxton's Public Sector division,Janelle guides communities through the process of implementing and maximizing Buxton's services. She is a helpful resource for communities across the United States, ensuring that they have the resources and training they need to achieve their retail economic development goals. Before joining Buxton, Janelle was a project manager for OSM Global and brings over ten years of management experience in various roles. She holds a Bachelor of Science in Business Administration from Northwestern State University of Louisiana. Adrian Harvey, Senior Vice President of Operations As SVP of Operations,Adrian Harvey oversees four operational departments: Data Analytics, Predictive Analytics,Spatial Analytics, and Analytics Support. He is responsible for ensuring cross-departmental collaboration and continued methodological innovation, in addition to overseeing the operations of the four departments. Adrian plays a critical role in new project scoping and establishing the vision of the analytics team. He began his career at Buxton in 2009. Adrian earned a bachelor's degree in Entrepreneurial Management as well as a master's degree in Decision Science from the University of North Texas. Nadine Grosse, Director of Spatial Analytics Nadine Grosse began as an analyst with Buxton and is now the Director of Spatial Analytics, overseeing many aspects of modeling and the thorough and accurate completion of client market studies by Buxton's team of Geographic Information y Systems(GIS) analysts. Her scope includes standardizing market studies and U.S. potential processes, increasing the quality of client deliverables, managing F y " projects, and serving as a liaison between analysts and the sales team. Grosse ', has managed the GIS function for more than 350 CommunitylD projects for such clients as San Jose, CA;Atlanta, GA.; and Irving,TX. Grosse has complete understanding of both the retail industry and municipal needs. Adding to her expertise in community retail recruitment, other notable retail clients include Applebee's, Vitamin Shoppe, AAMCO, and New Balance. Grosse earned her bachelors of science degree in Interdisciplinary Studies in Earth/Life Science and her masters of science in Geographic Information Systems, both from University of North Texas where she is now a guest lecturer in related classes. Bryan Purdy, Senior Vice President of Information Technology Bryan Purdy's priority is solution foresight to the Information Technology department to ensure our clients are satisfied. As former Director of Database Integration, Purdy was responsible for all aspects of data acquisition and verification for client projects and now, his objectives each day range from VMware optimization to Database tuning and security. Before joining Buxton, Bryan worked for TXU/CapGemini Energy as an application developer. He has a bachelor of business administration degree with a concentration in management information systems from the University of Oklahoma. 3 Ilmson Todd Piersall, Scout Training Specialist Todd Piersall is the central resource for SCOUT technical support and training. ' Along with day-to-day SCOUT support requests, including inbound calls and web tickets, Piersall provides training on SCOUT as needed to existing clients, potential clients and internal parties. He works closely with Buxton's systems engineering and product management teams to ensure timely resolution to issues and development requests. His top priority is improving the client expectations for Buxton's SCOUT platform and ensuring that all clients have the knowledge and training to work efficiently and effectively within the platform. Courtney Hall, Director of Marketing Courtney Hall is the director of marketing at Buxton and manages the company's marketing presence across its retail, healthcare and public sector divisions. Within the public sector division, she works with clients to publicize the proactive ways local governments are building their retail networks and helping to grow local businesses. Additionally, she manages Buxton's relationships with industry associations such as the International City/County Management Association,the Alliance for Innovation and state municipal leagues. Before joining Buxton, Courtney worked in the advertising industry as an account executive and media buyer. She holds a bachelor's degree in marketing from Texas Tech University. Katie Russell, Communications Specialist Katie Russell is a communications specialist at Buxton and supports the company's public relations and content development efforts. She works closely with Buxton's public sector division to announce new partnerships; profile client successes through videos, articles and case studies; produce educational workshops and webinars; and publish Buxton's Competitive Community newsletter. Katie holds a bachelor's of business administration degree in marketing from Texas Christian University- 4 Buxton SCOPE OF SERVICES Buxton is pleased to present this proposal to Kent,WA. The purpose of this proposal is to outline and review your community development objectives and how Buxton's solutions will enhance your ability to effectively meet those objectives. Kent, WA's Objectives grocers 1. Recruit new gr ies, anchor tenants,and commercial developers to reposition and improve major shopping plazas and centers 2. Recruit hoteliers, restaurants and retailers to Kent 3. Build marketing packages for key commercial corridors and intersections Retail Recruitment and Retention Solution:Your Community Profile Our solution is a total marketing strategy that enables community leaders to understand the consumer profile of their residents and to identify specific retailers and restaurants who seek a market with household purchasing habits just like yours. This solution provides you with the ability to actively pursue identified retailers, making a compelling case for their expansion to Kent,WA utilizing custom marketing packages that Buxton will create for you. You will have access to the same analytical information and insights retailers depend on today to make site selection decisions providing you with instant credibility and the ability to differentiate your community. Research Your Community Buxton uses over 250 consumer and business databases that are updated regularly and compare your potential sites to the universe of all competing sites operating in the U.S. We define your current retail situation and those in any neighboring communities that impact your retail environment. Define and Evaluate Your Trade Area x, " ` Customers shop by convenience, measuring distance based on e� time, not mileage. We will conduct a custom drive-time analysis to determine your trade area using our proprietary methodology and knowledge of individual retail client's actual ,• .1s trade areas. Your drive-time trade area will be provided to you ` Ft T as a map that accurately depicts your consumer shopping cQ; patterns. ' 'e Retail Leakage/Supply Analysis The Retail Leakage/Supply Analysis provides an estimate of I retail dollars flowing in or out of the trade area.The two main tf components of this analysis are: 1) current sales (supply) by retail store type, in dollar amounts, and 2) estimated sales , potential (demand)for retail store type, in dollar amounts. �f 5 Bmson We first calculate a sales gap index that illustrates your ability to capture your residents' expenditures. The sales gap index provides a relative comparison of leakage/surplus and an estimate of the dollars that are being spent outside the trade area (leakage) and the amount of dollars coming in from outside the trade area (surplus). Profile Your Trade Area's Residential Customers Your community profile will analyze all the households in your drive-time trade area. Based on more than 7,500 categories of lifestyles, purchase behaviors and media reading and viewing habits(psychographics), the households in your trade area are assessed to gain an understanding of the types of retailers that would be attracted to your site. We Match Retailers and Restaurants to Market Potential Buxton will match the consumer profile of your community's trade area against the customer profiles of 5,000+ retailers in our proprietary database. We will identify the similarity between the two profiles analyzed using Buxton's proprietary retail matching algorithm to determine if your site presents an attractive opportunity for each retailer. We then qualify the list of matched results to verify that a retailer is currently operating or expanding ,that they operate in similar sites and that your site affords adequate bufferfrom competition and cannibalization to be realistically considered. In the adjacent figure,the blue line indicates the customer Cmmiurdtyro Profile match Report + profile of households in a community's trade area. The red bar represents a specific retailer's customer profile. A similarity between the two profiles analyzed using Buxton's proprietary retail matching algorithm concludes that this site is an . opportunity for a specific retailer to open a successful store. Id m 4t We Create Custom Marketing Packages Buxton will assemble individualized marketing packages for at least twenty(20)targeted retailers at any given time and will itii t.�r•6u VWwo v�r notify each retailer's key real estate decision maker, by letter `"T.'"' that they have been qualified by Buxton as a potential viable fit I..", M111 MA° for your site and should expect to be contacted by a representative of the city. 6 Bud ton i Your marketing packages will be delivered to you electronically and in SCOUT and include: 1. Map of the retail site and trade area 2. Map of retailer's potential customers 3. Retailer match report that compares the site's trade area characteristics and consumer profile with the retailer's sites in similar trade areas Buxton targets not only specific companies, but also the individual in the company who has the responsibility for location decisions. To provide the best possible reception when the targeted retailer is contacted, Buxton notifies each company that you have been qualified by Buxton as a potential viable location for a store, restaurant or development and should expect to be contacted by a representative of Kent, WA. Solution Deliverables • Executive-level summary of major findings outlined in proposal SCOUT Touch Access • Drive Time Trade Area Maps • Retailer Specific Marketing Packages (at least twenty(20)targeted retailers at any given time during engagement) • Mobile tablet device at completion pre-loaded with all findings Multi Year Deliverables If renewed,Year 2 &3 of this agreement will include a Retail Recruitment model refresh, retail marketing packages, and full access to SCOUT and SCOUT Touch. Next Page: SCOUT Burton Access and Use Your Retail Recruitment Solution via SCOUT Touch Buxton's Retail Recruitment solution will allow you to actively recruit retailers to your community and support existing businesses with the push of a button in SCOUT Touch, providing you with crucial information about your community,your trade areas, your residents, and much more. SCOUT is a web- based platform which is accessible on any Windows or iOS enabled device with an internet connection and designed to give decision-makers in your community access to the data and solutions that will assist them in making better business decisions. The Retail Recruitment solution includes one (1) mobile tablet device which will be provided at completion and will be pre-loaded with all key findings. This mobile tablet device, possession of City of Kent, WA, is enabled with four(4) SCOUT Users with the ability to run demographic and trade area profile reports, and view maps, and other data elements. Identifying and quantifying the key variables which impact your community, you will acquire insights from these findings that will provide you with a strong foundation from which to understand retail recruitment and business retention efforts. In Buxton's SCOUT Touch you will be able to: • Identify Retail Matches • See Aerial View • Run Variable Reports 0 View Physician Intelligence • View City Limit Maps • Run Comparable Reports • Run Healthcare Reports • Run Retail Leakage/Surplus Reports • Run Demographic& Consumer Propensity Reports • Draw unique trade areas and run demographic and psychographic reports �A a,. , 10) 10 Bunton SUPPORT SCOUT 'Technical Requirements SCOUT can be accessed at the following URL: www.buxtonco.com SCOUT is a web-based platform accessible on any desktop, laptop, or mobile tablet device that has an internet connection.An Wad Air 2 is suggested by Buxton to give you the best user experience. Android Tablets are not supported by Buxton's Helpdesk. Minimum browser requirements: Internet Explorer 10, Safari 5, Chrome 21, Firefox 14 Buxton's Helpdesk (1-817-332-3681) is available during normal office hours (8:00 AM-5:30 PM CST, excluding weekends and public holidays). Buxton's Helpdesk team will be available to support all educational, functional, and technical inquiries and will respond to all requests within twenty-four(24) hours of submission. Monday— Friday: 8:00 am—5:30 pm CST 9 Bmton I Implement a Retail Recruiting Plan The Buxton Account Management Team consists of a group of experienced Retail and Analytical professionals whose sole purpose is to help you drive success in your community's Retail Economic Development efforts. To effectively initiate this project, we request that you provide the following: 1. Project Liaison You will designate a project manager and an account manager who will serve as Buxton's primary contact during the project. This Account Manager will serve as your day-to-day point of contact to ensure you are educated and informed as we are moving through the analytics process to determine which Retailers are the best fit for your community. 2. Community Information and Reports Logo (vector file—request from your ad agency and/or printer) • Addresses and descriptive information for up to three sites that will be evaluated • List of planned retail, commercial or mixed use (either proposed or in development) • List of major, national or regional retailers that have closed, left or moved from the community 3. Project Launch A conference call with you representatives and the Buxton Project Team will officially launch the project. The project launch will occur when: 1. An agreement is executed 2. The initial payment is received, and 3. The Community Information and Reports are received Items to bolster the Recruitment Strategy will include: — Provision of updated contacts for retailers — Contact retailers on behalf of the City — Attendance to conference calls with community and retailers — Use of booth space and Buxton staff at ICSC — Buxton staff in meetings as needed to prospect retailers/developers — Continued monitoring of progress with retail outreach — Cities seeking retail outreach SCOUT program to our 2500 retail clients — Marketing publications for media outreach To ensure we deliver our analysis to you within the promised timeline, our Account Manager will be working directly with a dedicated Project Manager who oversees the smooth and timely development of all Public Sector client projects in our internal analytics departments. The Buxton Account Management team is dedicated to your success and a world-class client experience and partnership. Next Page: Proposed Timeline 10 Btraon TIMELINE •Acquire retail location areas from Kent, WA ee ® • SCOUT Access • Research and Verify Kent, WA's Retail Trade Area ® Define Drive-Time Trade Areas Within I.st month. • Evaluate Kent, WA's Retail Potential *Analyze Retail Leakage/Supply Within * Examine Local Business Retention and Expansion 1st month • Determine Customer Profile Within 45 ®Assess Retail Sites days • Determine Matching Retailers and Restaurants Market Potential ngt yearionc • Deliver Marketing Packages and Begin Communication year 7o with Retailers e a e e. . . e 11 Buxco 1 FEES AND TIMING Annual Fee $50,000 Agreement Term Three (3) Years Year Fee(50%invoiced upon execution of this agreement; $50^000' 50%invoiced upon targeted re'ailer identification) Year 2 Fee(Invoiced 1 st Anniversary of this agreement) $50,000 Year 3 Fee(Invoiced Znd Anniversary of this agreement) $50,000'. Deli erg City of Kent,WA will have access to retail match lists and marketing packages within sixty (60) business days of execution. Your SCOUT access will be enabled within ten(10)business days of the execution of this agreement.City of Kent,WA will have access to retail match lists and marketing packages within sixty(60)business days of execution.The initial term of this agreement is for three(3)years with services invoiced annually. However,at any time during this initial 3-yearterm,City of Kent,WA may cancel services for the following year by providing written notice to Buxton at least sixty(60)days in advance of a yearly renewal.if City of Kent,WA cancels services prior to the expiration of the initial term,City of Kent,WAwill be invoiced 10%of the total remaining balance.All service fees associated with this agreement are due in net(10)days of the date of the invoice. Execution of this agreement will act as full consent that Buxton may include City of Kent,WA on its client list and in presentations and public relations efforts.Additionally,Buxton may issue a press release announcing City of Kent,WA as a client.When doing so, Buxton will not reveal information that is confidential and proprietary to City of Kent,WA. Buxton City of Kent, WA Signature Signature Printed Name Printed Name Title Date Title Date Please provide us with a primary point of contact for Please provide us with a primary point of contact. invoice receipt. Name: Name: Phone: Phone: Email: Email: Preferred Method of Receipt: Email OR U.S. Mail 12 Bwaon EXHIBIT B INSURANCE REQUIREMENTS FOR CONSULTANT SERVICES AGREEMENTS Insurance The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 1. Automobile Liability insurance covering all owned, non- owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01. The City shall be named as an Additional Insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 2. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $2,000,000 each occurrence, $4,000,000 general aggregate. EXHIBIT B (Continued) C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Consultant's insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute with it. 2. The Consultant's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the Consultant and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Consultant's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. F. Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Consultant. ® Client#: 66735 18BUXTOCOM ACOR®*M CERTIFICATE OF LIABILITY INSURANCE D051012015YY) 05/01/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). '.. PRODUCER CONTACT NAME: Wortham Insurance&Risk Mgmt. PHONE F ,(A/c No Eatt 817 336-3030 aC.No): 817 336-8257 1600 West Seventh Street E-MAIL ADDRESS: _ Fort Worth,TX 76102.2505 INSURER(S)AFFORDING COVERAGE NAIC# INSURERA:National Fire Insurance Co of H 2O478 INSURED Buxton Company INSURER B:Continental Casualty Company 20443 -2651 S. Polaris Drive - INSURER c:Scottsdale Insurance Company 41297 - --- - -- Fort Worth, TX 76137 INsuRERD: INSURER E: INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR - -- ADDL SUBR - POLICY EFF POLICY E%P LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS A GENERAL LIABILITY 5088174785 05/03/2015 051031201f EACH OCCURRENCE $1,000,000 X'COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES Ea occurrence) $300,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $5 000 _ PERSONAL&ADV INJURY $1,000,000 _.._- GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMPIOP AGG $2,000,000 POLICY PRO- ECT LOG $ J A AUTOMOBILE LIABILITY 5088174821 5/03/2015 05/03/201 (Ee aBI aEeDISINGLE LIMIT 1,000,000 ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED - AUTOS AUTOS BODILY INJURY(Per accident) $ X HIREDAUTOS X NON-OWNED PROPEklmA AGE $ AUTOS Per accidentt $ B X UMBRELLA LIAB X OCCUR 5088174740 5/03/2015 05/03/2016 EACH OCCURRENCE _ $5 000 g00 EXCESS LIAB CLAIMS-MADE AGGREGATE $5 00O O00 BED I X I RETENTION$10 000 _ $ A WORKERS COMPENSATION WC2093007771 5/03/2015 05/0312016 X TOSTLMT OTH- - AND EMPLOYERS'LIABILITY Y/N _. ER ANY PROPRIETOR/PARTNER/EXECUTIVE -I E.L.EACH ACCIDENT $1,000,000 OFFICERIMEMBER EXCLUDED? � NIA - _ (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under - DESCRIPTIONOFOPERATIONSbelow - _ E.L.DISEASE-POLICY LIMIT $1,000,000 C Errors& EKS3142774 11/11/2014 1 Ill 11207 3,000,000 each claim Ommisslons 3,000,000 aggregate Retention 25,000 each claim DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if mare space is required) CG2010 07/04 Additional Insured-Owners, Lessees or Contractors-Scheduled Person or Organization by the manuscript endorsement G56015B 11/91 G147167B99 12106 General Liability Extension Endorsement. CG2404 05109 Waiver of Transfer of Rights of Recovery Against Others to Us SCA23500D 10/11 Extended Coverage Endorsement-BA PLUS (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION For Information Only SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988.2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010105) 1 of 2 The ACORD name and logo are registered marks of ACORD #S543932/M543931 180AS DESCRIPTIONS (Continued from Page 1) CA0444 03/10 Texas Changes in Transfer of Rights of Recovery Against Others to US(Waiver of Subrogation) WC420304B 06/14 Texas Waiver of Our Right to Recover From Others Endorsement '.. WC000313 04184 Waiver of Right to Recover From Others Endorsement SAGITTA 25.3(2010/05) 2 of 2 #S543932/M543931 POLICY NUMBER INSURED NAME AND ADDRESS 5088174785 Buxton Company 2651 S.Polaris Drive Fort Worth,TX 76137 POLICY CHANGES BLANKET CO 2010 (G-300693-A) This Change Endorsement changes the Policy. Please read it carefully. This Change Endorsement is a part of your Policy and takes effect on the effective date of your Policy, unless another effective date is shown. COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) : Any person or organization you have agreed in a written contract or written agreement to add as an additional insured on this Coverage Part, provided the written contract or written agreement was executed prior to: a. The "bodily injury" or "property damage"; or b. The offense that caused the "personal and advertising injury for which the additional insured seeks coverage under this Coverage Part. The written contract or written agreement must pertain to your ongoing operations for the additional insured, and must specifically '.... require additional insured status according to the provisions of CG 20 10. But notwithstanding the above, no person or organization is an additional insured for professional architectural or engineering services provided at or for the Location(s) of Covered Operations. Page 1 of 2 ChWrman of the Board Secretary G-56015-B (ED. 11/91) POLICY NUMBER INSURED NAME AND ADDRESS 5088174785 Buxton Company 2651 S.Polaris Drive ', Fort Worth,TX 76137 POLICY CHANGES BLANKET CG 0010 (G-300693-A) PAGE 2 This Change Endorsement changes the Policy. Please read it carefully. This Change Endorsement is a part of your Policy and takes effect on the effective date of your Policy, unless another effective date is shown. Location(s) Of Covered Operations As per the written contract or written agreement, provided the location is within the "coverage territory" of this Coverage Part. A. Section II - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily '.. injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Page 2 of 2 i Chairman of the Board Secretary G-56015-B (ED. 11/91) i C�w G-147167-B99 M (Ed. 12106) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Coverage afforded under this extension of coverage endorsement does not apply to any person or organization covered as an additional insured on any other endorsement now or hereafter attached to this Coverage Part. 1. ADDITIONAL INSURED—BLANKET VENDORS h. "Bodily injury" or "property damage" arising out of the sole negligence of the WHO IS AN INSURED (Section II) is amended to vendor for its own acts or omission or include as an additional insured any person or those of its employees or anyone else organization (referred to below as vendor) with whom acting on its behalf. However, this you agreed, because of a written contract or exclusion does not apply to: agreement to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of (1) The exceptions contained in "your products" which are distributed or sold in the Subparagraphs d.or f.; or regular course of the vendor's business, subject to the following additional exclusions: (2) Such inspections, adjustments, tests or servicing as the vendor has agreed 1. The insurance afforded the vendor does not to make or normally undertakes to apply to: make in the usual course of a. "Bodily injury" or "property damage" for business, in connection with the which the vendor is obligated to pay distribution or sale of the products. damages by reason of the assumption of 2. This insurance does not apply to any insured liability in a contract or agreement. This person or organization, from whom you have exclusion does not apply to liability for acquired such products, or any ingredient, damages that the vendor would have in part or container, entering into, accompanying the absence of the contract or agreement; or containing such products. b. Any express warranty unauthorized by 3. This provision 1,does not apply to any vendor you; included as an insured by an endorsement c. Any physical or chemical change in the issued by us and made a part of this Coverage Part. product made intentionally by the vendor; 4. This provision 1. does not apply if "bodily d. Repackaging, except when unpacked injury" or "property damage" included within solely for the purpose of inspection, the"products-completed operations hazard" is demonstration, testing, or the substitution excluded either by the provisions of the $ of parts under instructions from the Coverage Part or by endorsement. manufacturer, and then repackaged in the s original container; 2. MISCELLANEOUS ADDITIONAL INSUREDS e. Any failure to make such inspections, WHO IS AN INSURED (Section II) is amended to adjustments, tests or servicing as the include as an insured any person or organization vendor has agreed to make or normally (called additional insured) described in paragraphs undertakes to make in the usual course of 2.a. through 2.g. below whom you are required to add business, in connection with the as an additional insured on this policy under a written distribution or sale of the products; contract or agreement but the written contract or f. Demonstration, installation, servicing or agreement must be: repair operations, except such operations 1. Currently in effect or becoming effective o performed at the vendor's premises in during the term of this policy;and connection with the sale of the product; 2. Executed prior to the "bodily injury," "property g. Products which, after distribution or sale damage" or "personal injury and advertising by you, have been labeled or relabeled or injury,"but used as a container, part or ingredient of Only the following persons or organizations are any other thing or substance by or for the vendor; or additional insureds under this endorsement and G-147167-1399 Page 1 of 6 (Ed. 12106) I G-147167-B99 (Ed. 12/06) coverage provided to such additional insureds is This insurance does not apply to: limited as provided herein: (1) Any "occurrence" which takes place a. State or Political Subdivisions after you cease to be a tenant in A state or political subdivision subject to that premises;or the following provisions: (2) Structural alterations, new (1) This insurance applies only with construction or demolition respect to the following hazards for operations performed by or on which the state or political subdivision behalf of such additional insured. has issued a permit in connection d. Mortgagee,Assignee or Receiver with premises you own, rent, or A mortgagee, assi nee or receiver but control and to which this insurance9 applies: only with respect to their liability as mortgagee, assignee, or receiver and (a) The existence, maintenance, arising out of the ownership, repair, construction, erection, or maintenance, or use of a premises by removal of advertising signs, you. awnings, canopies, cellar This insurance does not apply to entrances, coal holes, driveways, structural alterations, new construction or manholes, marquees, its, sway demolition operations performed by or for openings, sidewalk vaults, street banners, or decorations and such additional insured. similar exposures;or e. Owners/Other Interests — Land is (b) The construction, erection, or Leased removal of elevators;or An owner or other interest from whom (2) This insurance applies only with land has been leased by you but only with respect to operations performed by respect to liability arising out of the you or on your behalf for which the ownership, maintenance or use of that state or political subdivision has specific part of the land leased to you and issued a permit. subject to the following additional exclusions: This insurance does not apply to "bodily injury," "property damage" or "personal This insurance does not apply to: and advertising injury" arising out of (1) Any "occurrence" which takes place operations performed for the state or after you cease to lease that land;or municipality. (2) Structural alterations, new b. Controlling Interest construction or demolition operations Any persons or organizations with a performed by or on behalf of such controlling interest in you but only with additional insured. respect to their liability arising out of: f. Co-owner of Insured Premises (1) Their financial control of you;or A co-owner of a premises co-owned by (2) Premises they own, maintain or you and covered under this insurance but control while you lease or occupy only with respect to the co-owners liability these premises. as co-owner of such premises. This insurance does not apply to g• Lessor of Equipment structural alterations, new construction Any person or organization from whom and demolition operations performed by you lease equipment. Such person or or for such additional insured. organization are insureds only with c. Managers or Lessors of Premises respect to their liability arising out of the maintenance, operation or use by you of A manager or lessor of premises but only equipment leased to you by such person with respect to liability arising out of the or organization. A person's or ownership, maintenance or use of that organization's status as an insured under specific part of the premises leased to this endorsement ends when their written you and subject to the following additional contract or agreement with you for such exclusions: leased equipment ends. G-147167-699 Page 2 of 6 (Ed. 12/06) G-147167-1399 (Ed. 12/06) With respect to the insurance afforded liability company which terminated or ended these additional insureds, the following prior to or during this policy period but only to additional exclusions apply: the extent of your interest in such joint This insurance does not apply: venture, partnership or limited liability company.This coverage does not apply: (1) To any "occurrence" which takes a. Prior to the termination date of any joint place after the equipment lease venture, partnership or limited liability expires;or company;or (2) To "bodily injury," "property damage," or "personal and advertising injury" b. If there is other valid and collectible arising out of the sole negligence of insurance purchased specifically to insure such additional insured. the partnership, joint venture or limited liability company. Any insurance provided to an additional insured B. The last paragraph of Section If — Who Is An designated under paragraphs a. through g. above does not apply to "bodily injury" or "property Insured is deleted and replaced by the following: damage" included within the "products-completed Except as provided in 4. above, no person or operations hazard." organization is an insured with respect to the As respects the coverage provided under this conduct of any current or past partnership, joint endorsement, Paragraph 4.b. SECTION IV — venture or limited liability company that is not COMMERCIAL GENERAL LIABILITY shown as a Named Insured in the Declarations. CONDITIONS is deleted and replaced with the 5. PARTNERSHIP OR JOINT VENTURES following: Paragraph i.b. of Section II —Who Is An Insured is 4. Other Insurance deleted and replaced by the following: b. Excess Insurance b. A partnership (including a limited liability This insurance is excess over: partnership) or joint venture, you are an insured. Your members, your partners, Any other insurance naming the and their spouses are also insureds, but additional insured as an insured whether only with respect to the conduct of your primary, excess, contingent or on any business, other basis unless a written contract or 6. EMPLOYEES AS INSUREDS — HEALTH CARE agreement specifically requires that this SERVICES insurance be either primary or primary and noncontributing. Where required by For other than a physician, paragraph 2.a(1)(d) of written contract or agreement, we will Section 11 —Who Is An Insured does not apply with consider any other insurance maintained respect to professional health care services provided by the additional insured for injury or in the course of employment by you. damage covered by this endorsement to 7. SUPPLEMENTARY PAYMENTS sbe excess and noncontributing with this s insurance. A. Under Section I — Supplementary Payments — 3. NEWLY FORMED OR ACQUIRED Coverages A and B, Paragraph 1.b., the limit of ORGANIZATIONS $250 shown for the cost of bail bonds is replaced by$2,500: Paragraph 3.a. of Section II — Who Is An Insured is deleted and replaced by the following: B. In Paragraph 1.d., the limit of$250 shown for daily loss of earnings is replaced by$1,000. Coverage under this provision is afforded only until the 8. MEDICAL PAYMENTS e end of the policy period or the next anniversary of this policy's effective date after you acquire or form the A. Paragraph 7. Medical Expense Limit, of Section organization,whichever is earlier. III — Limits of Insurance is deleted and replaced 4. JOINT VENTURES / PARTNERSHIP / LIMITED by the following: LIABILITY COMPANY COVERAGE 7. Subject to 5. above (the Each Occurrence A. The following is added to Section 11 —Who Is An Limit), the Medical Expense Limit is the most Insured: we will pay under Section — I — Coverage C for all medical expenses because of "bodily 4. You are an insured when you had an interest injury" sustained by any one person. The in a joint venture, partnership or limited Medical Expense Limit is the greater of: G-147167-B99 Page 3 of 6 (Ed. 12106) G-147167-1399 (Ed. 12/06) (1) $15,000;or arises out of any part of those (2) The amount shown in the premises; Declarations for Medical Expense (3) Property loaned to you; Limit. (4) Personal property in the care, B. This provision 8. (Medical Payments) does not custody or control of the insured; apply if Section I — Coverage C Medical (5) That particular part of real property you or anor Payments is excluded either by the provisions of on which contractors property the Coverage Part or by endorsement. subcontractors working directly or C. Paragraph 1,a.(3)(2) of Section I—Coverage C — indirectly on your behalf are Medical Payments, is replaced by the following: performing operations, if the"property The expenses are incurred and reported to us damage" arises out of those operations;or within three years of the date of the accident;and 9. NON-OWNED WATERCRAFT (6) That particular part of any property that must be restored, repaired or Under Section I — Coverage A — Bodily Injury and replaced because "your work" was Property Damage, Exclusion 2.g.,subparagraph (2) is incorrectly performed on it. deleted and replaced by the following. Paragraph (2) of this exclusion does not (2) A watercraft you do not own that is: apply if the premises are "your work" and (a) Less than 55 feet long;and were never occupied, rented or held for rental by you. (b) Not being used to carry persons Paragraphs (1), (3) and (4) of this or property for a charge. exclusion do not apply to "property 10. NON-OWNED AIRCRAFT damage" (other than damage by fire) to Exclusion 2.g. of Section I — Coverage A — Bodily premises: Injury and Property Damage, does not apply to an (1) rented to you; aircraft you do not own, provided that: (2) temporarily occupied by you with the 1. The pilot in command holds a currently permission of the owner, or effective certificate issued by the duly (3) to the contents of premises rented to constituted authority of the United States of you for a period of 7 or fewer America or Canada, designating that person consecutive days. as a commercial or airline transport pilot; 2. It is rented with a trained, paid crew;and A separate limit of insurance applies to Damage To Premises Rented To You as 3. It does not transport persons or cargo for a described in Section III — Limits Of charge. Insurance. 11. LEGAL LIABILITY—DAMAGE TO PREMISES Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability A. Under Section I — Coverage A — Bodily Injury assumed under a sidetrack agreement. and Property Damage 2. Exclusions, Exclusion j. is replaced by the following. Paragraph (6) of this exclusion does not apply to "property damage" included in "Property damage"to: the "products-completed operations (1) Property you own, rent, or occupy, hazard." including any costs or expenses B. Under Section I — Coverage A — Bodily Injury incurred by you, or any other person, and Property Damage the last paragraph of 2. organization or entity, for repair, Exclusions is deleted and replaced by the replacement, enhancement, following. restoration or maintenance of such property for any reason, including Exclusions c. through n. do not apply to damage prevention of injury to a person or by fire to premises while rented to you or damage to another's property; temporarily occupied by you with permission of the owner or to the contents of premises rented to (2) Premises you sell, give away or you for a period of 7 or fewer consecutive days. abandon, if the "property damage" G-147167-1399 Page 4 of 6 (Ed. 12/06) G-147167-B99 (Ed. 12/06) A separate limit of insurance applies to this 13. NOTICE OF OCCURRENCE coverage as described in Section III — Limits Of The followingis added toparagraph 2.of Section IV— Insurance. Commercial General Liaility onditions — Duties C. Paragraph 6. Damage To Premises Rented To in The Event of Occurrence, Offense Claim or Suit: You Limit of Section III—Limits Of Insurance is your rights under this Coverage Part will not be replaced by the following: 9 9 prejudiced if you fail to give us notice of an 6. Subject to 5. above, (the Each Occurrence occurrence,' offense, claim or"suit"and that failure is Limit), the Damage To Premises Rented To solely due to your reasonable belief that the "bodily You Limit is the most we will pay under injury" or "property damage" is not covered under this Section — I — Coverage A for damages Coverage Part. However, you shall give written notice because of "property damage" to any one of this "occurrence," offense, claim or "suit" to us as premises while rented to you or temporarily soon as you are aware that this insurance may apply occupied by you with the permission of the to such"occurrence,"offense claim or"suit" owner, including contents of such premises 14. UNINTENTIONAL FAILURE TO DISCLOSE rented to you for a period of 7 or fewer HAZARDS consecutive days. The Damage To Premises Rented To You Limit is the greater of: Based on our reliance on your representations as to a. $200,000; or existing hazards, if unintentionally you should fail to disclose all such hazards at the inception date of your b. The Damage To Premises Rented To policy, we will not deny coverage under this Coverage You Limit shown in the Declarations. Part because of such failure. D. Paragraph 4.b.(1)(b)of Section IV—Commercial 15. EXPANDED PERSONAL AND ADVERTISING General Liability Conditions is deleted and INJURY replaced by the following: A. The following is added to Section V—Definitions, (b) That is property insurance for the definition of"personal and advertising injury": premises rented to you or temporarily h. Discrimination or humiliation that results occupied by you with the permission in injury to the feelings or reputation of a of the owner; or natural person, but only if such E. This provision 11. (LEGAL LIABILITY — discrimination or humiliation is: DAMAGE TO PREMISES) does not apply if Damage To Premises Rented To You Liability (1) Not done intentionally by or at the under Section I — Coverage A is excluded either direction of: by the provisions of the Coverage Part or by (a) The insured;or endorsement. � 12. BROAD KNOWLEDGE OF OCCURRENCE (b) Any "executive officer," director,stockholder, partner, member or The followingis added toparagraph 2.of Section IV— manager (if you area limited liability company) of the insured; Commercial General Liability Conditions — Duties and in The Event of Occurrence, Offense, Claim or Suit: Not directly or indirectly related to the You must give us or our authorized representative ( to notice of an "occurrence, employment,offense, claim, or"suff' only P Y prospective when the "occurrence," offense, claim or "suit" is employment, past employment or known to : termination of employment of any person or persons by any insured. (1) You, if you are an individual; B. Exclusions of Section I— Coverage B—Personal (2) A partner, if you are a partnership; and Advertising Injury Liability is amended to (3) An executive officer or the employee include the following: o designated by you to give such p. Discrimination Relating To Room, Dwelling notice, if you are a corporation; or or Premises (4) A manager, if you are a limited Caused by discrimination directly or indirectly liability company. related to the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured. G-147167-B99 Page 5 of 6 (Ed. 12/06) G-147167-899 (Ed. 12/06) q. Fines Or Penalties 17. EXPECTED OR INTENDED INJURY Fines or penalties levied or imposed by a Exclusion a. of Section I — Coverage A — Bodily governmental entity because Of Injury and Property Damage Liability is replaced by discrimination. the following: C. This provision 15. (EXPANDED PERSONAL AND a. "Bodily injury" or "property damage" ADVERTISING INJURY COVERAGE) does not expected or intended from the standpoint apply to discrimination or humiliation committed in of the insured. This exclusion does not the states of New York or Ohio.Also, EXPANDED apply to "bodily injury' or "property PERSONAL AND ADVERTISING INJURY damage" resulting from the use of COVERAGE does not apply to policies issued in reasonable force to protect persons or the states of New York or Ohio. property. D. This provision 15. (EXPANDED PERSONAL AND 18. LIBERALIZATION CLAUSE ADVERTISING INJURY COVERAGE) does not f we adopt a change in our forms or rules which would apply tiSection 1 —Coverage B c Personal And broaden coverageu nder this endorsement without an Advertising Injury Liability Cis excluded either by additional premium charge, your policywill the provisions of the Coverage Part or by automaticallyprovide the additional coverages as of endorsement. the date the vision is effective in your state 16. BODILY INJURY 19. PROPERTY DAMAGE—ELEVATORS Section V — Definitions, the definition of "bodily Withres respect to Exclusions of Section I—Covers e A injury"is changed to read: p g , paragraphs (3), (4) and (6) of Exclusion j. and "Bodily injury"means bodily injury,sickness or disease Exclusion k.do not apply to the use of elevators. sustained by a person, including death, humiliation, The insurance afforded by this provision 19. is excess shock, mental anguish or mental injury by that person Over an valid and collectible at any time which results as a consequence of the y property insurance bodily injury,sickness or disease. (including any deductible)available to the insured, and the Other Insurance Condition is changed accordingly. G-147167-1399 Page 6 of 6 (Ed. 12/06) POLICY NUMBER: 50981747s5 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: SEE CG 2404 '. Information required to complete this Schedule if not shown above will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV—Conditions; We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard." This waiver applies only to the person or organization shown in the Schedule above. i3 a N S Q C CG 24 04 05 09 Copyright, Insurance Services Office, Inc.,2008 Page 1 of 1 POLICY NUMBER INSURED NAME AND ADDRESS j 5088174785 liustuu Compmy j 2651 S.Polaris Drive Fort Watlh,TX 76137 POLICY CHANGES, BLANKET WAIVER CG2404 This Change Endorsement changes the Policy. Please read it carefully. This Change Endorsement is a part of your Policy and takes effect on the effective date of your Policy, unless another effective date is shown. CG 24 04 SCHEDULE Name of Person or Organization: Any person or organization with whom you have agreed in writing in a contract or agreement to waive any right of recovery against such person or organization, but only if the contract or agreement: 1. Is in effect or becomes effective during the term of this policy; and 2. Was executed prior to loss. Chairmen of the Board i/ secrelery G-56015-B (ED. 11/91) i CNA SCA 23 500D (Ed. 10/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXTENDED COVERAGE ENDORSEMENT - BA PLUS This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM I. LIABILTY COVERAGE 1. Which are no longer in force;or A. Who Is An Insured 2. Whose limits have been exhausted. The following Is added to Section II, Paragraph A.1., B. Ball Bonds and Loss of Earnings Who Is An Insured: Section II, Paragraphs A2.a.{2) and A2a.(4) are 1. a. Any incorporated entity of which the Named revised as follows: Insured owns a majority of the voting stock on 1. In a(2), the limit for the cost of bail bonds is the date of inception of this Coverage Form;provided that, increased from$2,000 to$5.000,and b. The Insurance afforded by this provision A.1. 2. In a.(4), the limit for the loss of earnings is does not apply to any such entity that is an increased from$250 to$500 a day. 'Insured* under any other liability 'policy' C. Fellow Employee providing'auto'coverage. Section 11,Paragraph BA does not apply. 2. Any organization you newly acquire or form, other than a limited liability company, partnership or Such coverage as is afforded by this provision C. is joint venture, and over which you maintain excess over any other collectible insurance. majority ownership interest. 11. PHYSICAL DAMAGE COVERAGE The insurance afforded by this provision A2.: A. Towing a. Is effective on the acquisition or formation Section III.Paragraph A.2.,is revised to include Light date, and is afforded only until the and of the Trucks up to 10,000 pounds G.V_W. policy period of this Coverage Form, or the next anniversary of its inception date, B. Glass Breakage — Hfltfrrg A Bird Or Animal — whichever is earlier. Falling Objects Or Missiles b. Does not apply to: The following is added to Section ill,Paragraph AJ.: (1) 'Bodily injury' or 'property damage' With respect to any covered 'auto,' any deductible caused by an 'accident' that occurred shown in the Declarations will not apply to glass before you acquired or formed the breakage if such glass Is repaired, in a manner organization;or acceptable to us,rather than replaced. (2) Any such organization that is an 'insured' C. Transportation Expenses under any other liability 'policy' providing Section Ill, Paragraph AA a. is revised, with respect auto'coverage. to transportation expense incurred p p by you,to provide: 3. Any person or organization that you are obligated a. $60 per day,in lieu of$20;subject to to provide Insurance where required by a written contract or agreement Is an insured, but only with b. $1,800 maximum,in lieu of$600. respect to legal responsibility for acts or omissions of a person for whom Liability Coverage is D. Loss of Use Expenses afforded under this policy. Section III, Paragraph AAb. Is revised, with respect 4. An 'employee' of yours is an 'Insured' while to loss of use expenses incurred by you,to provide: operating an 'auto' hired or rented under a a. $1,000 maximum,in lieu of$BOO. contract or agreement in that 'employee's' name, with your permission, while performing duties E. Personal Properly related to the conduct of your business. The following is added to Section III,Paragraph AA. 'Policy,' as used in this provision A. Who is An c. We will pay up to $500 for lass to Personal Inroad, includes those policies that were in force on Property which Is: the inception date of this Coverage Form but: SCA 23 500D copynsm,CM rwipmadon,2000. Page 1 of 3 (Ed. 10/11) ImMea caPfth d mnadat of dre lmurenm sewme omm and wrh ns mmsdon. SCA 23 500D C/VA (Ed. 10/11) (1) Owned by an'Insured';and in that individual 'employee's' name, with our mission, (2) In or on the covered'auto! relat per the conduct oif le your busrinens s duties This coverage applies only In the event of a total c. The most we will pay for any one*accident'or theft of your covered*auto.* •loss' Is the actual cash value, cost of repair, This insurance is excess over any other collectible cost of replacement or $75,000 whichever is insurance and no deductible applies. less minus a $500 deductible for each F. Rental Relmburduunerrt covered auto. No deductible applies to 'loss' caused by fire or lightning. The following is added to Section III,Paragraph AA.: d. We will pay for rental reimbursement expenses d. The physical damage coverage as is provided Incurred by you for the rental of an'auto'because by this provision will be limited to the types of of 'loss' to a covered 'auto.' Payment applies in physical damage coverage(s) provided on addition to the otherwise applicable amount of your owned'autos.' each coverage you have on a covered 'auto.' No a. Such physical damage coverage for hired deductibles apply to this coverage. 'autos'will: 1. We will pay only for those expenses Incurred (1) Include loss of use, provided it is the during the policy period beginning 24 hours consequence of an 'aocident' for which after the 'loss' and ending, regardless of the the Named Insured Is legally liable, and policy's expiration, with the lesser of the as a result of which a monetary loss is following number of days: sustained by the leasing or rental (a) The number of days reasonably required concern. to repair or replace the covered*auto';or, (2) Such coverage as is provided by this (b) 15 days. provision Q.e.(1)will be subject to a limit 2. Our payment is limited to the lesser of the of$750 per'ac ident.' following amounts: H. Alrbag Coverage (a) Necessary and actual expenses Incurred; The following is added to Section III,Paragraph B.S. or, The accidental discharge of an airbag shall not be (b) $25 per day subject to a maximum of considered mechanical breakdown. $375. I. Electronic Equipment 3. This coverage does not apply while there are Section III, Paragraphs SA.c and BA d. are deleted spare or reserve 'autos' available to you for and replaced by the following: your operations. 4. if 'loss' results from the total theft of a c. Physical Damage Coverage on a covered covered 'auto' of the private passenger e, auto also applies le loss ui any P P 9 type, permanently installed electronic equipment we will pay under this coverage only that including Its antennas and other accessories amount of your rental reimbursement expenses which is not already provided for d. A $100 per occurrence deductible applies to under the Physical Damage Coverage the coverage provided by this provision. Extension. J. Diminution in Value G. Hired Autos' The following is added to Section tit,Paragraph 8.6. The following is added to Section Ili.Paragraph A.: Subject to the following, the 'diminution In value' 5. Hired'Autos' exclusion does not apply to: If Physical Damage coverage is provided under a. Any covered 'auto' of the private passenger this policy, and such coverage does not extend to type you lease, hire, rent or borrow, without a Hired Autos, than Physical Damage coverage Is driver for a period of 30 days or less, while extended to: performing duties related to the conduct of a. Any covered 'auto' you lease, hire, rent or your business;and borrow without a driver;and b. Any covered 'auto' of the private passenger b. Any covered 'auto' hired or rented by your type hired or rented by your 'employee' 'employee'without a driver, under a contract without a driver for a period of 30 days or less, SCA 23 500D CopyrW,CW1 Caq moon,2000. Page 2 of 3 (Ed. 10111) 6xWdez aaWWhWd malarial of th Ina win SoWm OWW used wM pe pemdsWan. i cNA SCA 23 500D (Ed. 10111) under a contract in that individual Such 'executive officers' are 'insureds' while 'employee's' name, with your permission, using a covered'auto'described in this provision. while performing duties related to the conduct of your business. IV. BUSINESS AUTO CONDITIONS c. Such coverage as is provided by this A. Duties In The Event Of Accident, Claim, Suit Or provision is limited to a 'diminution in value' Low loss arising directly out of accidental damage The following is added to Section IV, Paragraph and not as a result of the failure to make A.2.a, repairs; faulty or Incomplete maintenance or repairs; or the installation of substandard (4) Your 'employees' may know of an 'accident' paw, or 'loss.' This will not mean that you have such knowledge, unless such 'accident' or d. The most we will pay for 'loss' to a covered 'loss' is known to you or if you are not an 'auto'in any one accident is the lesser of: individual, to any of your executive officers or (1) $5,000;or partners or your insurance manager. (2) 20% of the 'auto's' actual cash value The following is added to Section IV, Paragraph (ACV) A.2.b. Ill. Drive Other Car Coverage—ExacuUve Officers (6) Your 'employees' may know of documents received concerning a claim or'suit.'This will The following Is added to Sections II and Ill: not mean that you have such knowledge, 1. Any 'auto' you don't own, hire or borrow is a unless receipt of such documents is known to you or ff you are not an covered 'auto' for Liability Coverage while being individual, to any of used by, and for Physical Damage Coverage Your executive officers or partners or your while in the care,custody or control of, any of your insurance manager. 'executive officers;except: B. Concealment,Misrepresentation or Fraud a. An 'auto'owned by that'executive officer' or The following is added to Section IV,Paragraph B.2. a member of that person's household;or Your failure to disclose all hazards existing on the date b.An 'auto' used by that 'executive officer' while of Inception of this Coverage Form shall not prejudice working in a business of selling, servicing, you with respect to the coverage afforded provided repairing or parking'autos.' such failure or omission is not intentional. Such Liability and/or Physical Damage Coverage C. Policy Period,Coverage Territory as is afforded by this provision will be: Section IV, Paragraphs 7.(5).(a) is revised to (1) Equal to the greatest of those coverages provide: afforded any covered auto'; and a. 45 days of coverage in lieu of 30 days (2) Fxosss over any other collectible Insurance. V. DEFINITIONS 2. For purposes of this provision, 'executive officer' Seotfon V. Paragraph C. is deleted and replaced by means a person holding any of the officer the following: positions created by your charter, constitution, by- 'Bodily Injury'means bodily injury,sickness or disease laws or any other similar governing document, sustained by a person, including mental anguish, and, while a resident of the same household, mental injury or death resulting from any of these includes that person's spouse. SCA 23 500D CapyMK GM corpwayan,2000. Page 3 of 3 (Ed. 10/11) Wudea mpyrWftd materW or the Inviom servmaa Odma deed wnh its pervasion. This page has been left blank intentionally. li POLICY NUMBER: 5088174921 COMMERCIAL AUTO CA 04 44 03 10 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: BuxtonCompmy Endorsement Effective Date: SCHEDULE Name(s)Of Person(s)Or Organization(s): ANY PERSON OR ORGANIZATION FOR WHOM OR WHICH YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER FROM US. YOU MUST AGREE TO THAT REQUIREMENT PRIOR TO LOSS. Information required to complete this Schedule, if not shown above,will be shown in the Declarations. o The Transfer Of Rights Of Recovery Against Others sTo Us Condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident' or the 'loss" under a contract with that person or organization. CA 04 44 03 10 Copyright, Insurance Services Office, Inc., 2009 Page 1 of 1 This page has been left blank intentionally. I WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed.4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule ANY PERSON OR ORGANIZATION ON WHOSE BEHALF YOU ARE REQUIRED TO OBTAIN THIS WAIVER OF OUR RIGHT TO RECOVER FROM UNDER A WRITTEN CONTRACT OR '. AGREEMENT. s This endorsement changes the policy to Which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No.W C2093007771 Endorsement No. Insured 13uxton Company Premium$ Insurance Company Countersigned by 0 WC 00 0313 (Ed.4-84) Copyright 1983 National Council on Compensation Insurance. This page has been left blank intentionally. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 42 03 04 B (Ed. 6-14) TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule 1. O Specific Waiver Name of person or organization (X) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: 3. Premium: The premium charge for this endorsement shall be percent of the premium developed on payroll in Connection with work performed for the above person(s)or organization(s) arising out of the operations described. 4. Advance Premium: This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy NO.wC2093007771 Endorsement No. Insured Buxton Company Premium Insurance Company Countersigned by WC420304B (Ed. 06-14) Copyright 2014 National Council on Compensation Insurance, Inc.All Rights Reserved. This page has been left blank intentionally. REQUEST FOR MAYOR'S SIGNATURE •NT Please Fill in All Applicable Boxes KE Originator: Julie Pulliam Phone (originator): 5702 Date Sent. _,r. .';f Date of Council Approval: N/A Return Date of Approval from Finance: Signed Document to: Julie Pulliam (Only required on contracts$10,000 &over or on any Grant Agreements) Date Re uired: Date of A roval from Risk Manager: 9/14/15 Vendor Name: Buxton Budgeted: YES ® NO ❑ Budget Fund: 10004115.64190.6116 Brief Explanation of Document: Kent Objectives: 1. Recruit new grocers, anchor tenants, and commercial developers to reposition and improve major shopping plazas and centers. 2. Recruit hoteliers, restaurants and retailers to Kent. 3. Build marketing packages for key commercial corridors and intersections. Details are attached and incorporated as Exhibit A Scope of Work this agreement will not exceed $50,000.00 - All Contracts Must Be Routed Through The Law Department (This area to be completed by the Law Department) Received: r Law Department Approved as to Form: i <., t "jN �1' Law Dept. Comments: Date Forwarded to Mayor: RQ 5 gt� Shaded Areas To Be Completed By Administration Staff Received: I - Recommendations omments: d`f �l J f p:WNiXPe umml. e.vll nM Sneetler M1loyah sl9nalme tlem